CVR Energy closes 10.5M-share stock offering
The proceeds are intended for a refinery acquisition and note redemption, or for general corporate purposes if the acquisition does not close.
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Rhea-AI Filing Summary
CVR Energy (CVI) completed an underwritten public offering of 10,515,248 shares of common stock at $47.55 per share; it closed November 5, 2026. Net proceeds to the company were approximately $490.0 million after underwriting discounts and commissions and before offering expenses payable by the company. Underwriters received a 30-day option to purchase up to 1,577,287 additional shares at the public offering price, less discounts and commissions. The offering did not include shares from IEP Energy Holding LLC, the selling stockholder named in the preliminary prospectus supplement.
CVR Energy intends to use the proceeds, together with cash on hand and proceeds from other related financing transactions, to finance the acquisition of the St. Paul Park and Mandan refineries and related marketing and logistics assets, redeem its 5.750% Senior Notes due 2028, and pay related fees and expenses. If the acquisition is not consummated, the company intends to use the proceeds for general corporate purposes.
Filing Explained
The share sale is complete; the acquisition and 2028 Notes redemption remain planned uses, not completed steps.
CVR Energy completed the sale of 10,515,248 common shares on
The filing states that neither the offering nor the acquisition was conditioned on the other’s completion.
8-K Event Classification
Key Figures
Key Terms
underwriting discounts and commissions financial
automatic shelf registration statement regulatory
joint book-running managers financial
customary closing conditions regulatory
Offering Details
FAQ
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Was the CVI offering conditioned on the refinery acquisition?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
On November 3, 2026, CVR Energy, Inc., a Delaware corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc. and Jefferies LLC, as representatives of the several underwriters named on Schedule I thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell 10,515,248 shares of its common stock, par value $0.01 per share (“Common Stock”), to the Underwriters at a price to the public of $47.55 per share (the “Offering”). Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 1,577,287 additional shares of Common Stock at the public offering price, less underwriting discounts and commissions. The Offering closed on November 5, 2026.
Net proceeds to the Company, after deducting underwriting discounts and commissions and before offering expenses payable by the Company, were approximately $490.0 million. The Company intends to use the net proceeds from the Offering, together with cash on hand and the net proceeds from certain other financing transactions, to finance the previously disclosed acquisition of the St. Paul Park and Mandan refineries and related marketing and logistics assets from certain subsidiaries and affiliates of Marathon Petroleum Corporation (the “Acquisition”), redeem the Company’s outstanding 5.750% Senior Notes due 2028 (the “2028 Notes”) and pay related fees and expenses. If the Acquisition is not consummated, the Company intends to use the net proceeds from the Offering for general corporate purposes. The pricing terms of the Offering have been approved by the Company’s Board of Directors upon the recommendation of a special committee of the Company’s Board of Directors comprised entirely of independent and disinterested directors. This Current Report does not constitute a notice of redemption for, nor an offer to purchase, the 2028 Notes or any other securities.
The Underwriting Agreement contains customary representations, warranties and agreements of the parties, and customary conditions to closing, obligations of the parties and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and to contribute to payments the Underwriters may be required to make in respect of those liabilities.
The Offering was made pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-291199), filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2025, as supplemented by a preliminary prospectus supplement, filed with the SEC on November 3, 2026, and a final prospectus supplement, dated November 3, 2026, filed with the SEC on November 5, 2026.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated into this Item 1.01 by reference.
A copy of the opinion of Proskauer Rose LLP relating to the validity of the shares of Common Stock offered by the Company is filed herewith as Exhibit 5.1.
| Item 7.01. | Regulation FD Disclosure. |
On November 3, 2026, the Company issued a press release announcing the proposed Offering. A copy of the press release is furnished herewith as Exhibit 99.1.
On November 3, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished herewith as Exhibit 99.2.
The information in this Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2 hereto, is being furnished to the SEC and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This Current Report may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Statements concerning current estimates, expectations and projections about future prospects, opportunities, plans, actions and events and other statements, concerns, or matters that are not historical facts are “forward-looking statements,” as that term is defined under the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding the intended use of the net proceeds from the Offering, the consummation of the Acquisition, the Company’s other financing transactions and the intended redemption of the 2028 Notes. You can generally identify forward-looking statements by our use of forward-looking terminology such as “outlook,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” “should,” “upcoming,” “before,” “future,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. Investors are cautioned that various factors may affect these forward-looking statements, including (among others) the failure to satisfy the conditions to the closing of the Acquisition, including required regulatory approvals for the Acquisition; the Company’s ability to complete its other financing transactions on acceptable terms or at all; market conditions; and delays in, or the failure to complete, the intended redemption of the 2028 Notes. For additional discussion of risk factors which may affect our results, please see the risk factors and other disclosures included in the prospectus supplement relating to the Offering, our most recent Annual Report on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q and our other Securities and Exchange Commission filings. These and other risks may cause our actual performance or achievements to differ materially from any future performance or achievements expressed or implied by these forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this Current Report are made only as of the date hereof. CVR Energy disclaims any intention or obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Exhibit Description | |
| 1.1* | Underwriting Agreement, dated as of November 3, 2026, by and among CVR Energy, Inc., Barclays Capital Inc. and Jefferies LLC, as representatives of the several underwriters named on Schedule I thereto. | |
| 5.1* | Opinion of Proskauer Rose LLP. | |
| 23.1* | Consent of Proskauer Rose LLP (included in Exhibit 5.1). | |
| 99.1† | Press Release, dated November 3, 2026, issued by CVR Energy, Inc. announcing the proposed Offering. | |
| 99.2† | Press Release, dated November 3, 2026, issued by CVR Energy, Inc. announcing the pricing of the Offering. | |
| 104* | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
| * | Filed herewith. |
| † | Furnished herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 5, 2026
| CVR Energy, Inc. | ||
| By: | /s/ Richard J. Roberts, Jr. | |
| Richard J. Roberts, Jr. | ||
| Interim Chief Financial Officer, Vice President - Financial Planning & Analysis and Investor Relations | ||
Exhibit 99.1
NEWS RELEASE
CVR Energy Announces Proposed Offering of Common Stock
2026-11-03
SUGAR LAND, Texas—(BUSINESS WIRE)— CVR Energy, Inc. (the “Company” or “CVR Energy”) (NYSE: CVI) today announced the commencement of an underwritten public offering of $750 million of shares of its common stock (the “Offering”). The Company is offering $500 million of shares of its common stock and IEP Energy Holding LLC (the “Selling Stockholder”), an indirect subsidiary of Icahn Enterprises L.P., the Company’s controlling stockholder, is offering $250 million of shares of the Company’s common stock in the Offering. The Selling Stockholder expects to grant the underwriters a 30-day option to purchase up to an additional $112.5 million of shares of the Company’s common stock at the public offering price, less underwriting discounts and commissions. The Company will not receive any proceeds from any sale of shares by the Selling Stockholder. The proposed Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering.
The Company intends to use the net proceeds it receives from the Offering, together with cash on hand and the net proceeds from other related financing transactions, to fund the previously announced acquisition of the St. Paul Park, Minnesota and Mandan, North Dakota refineries and related marketing business from certain subsidiaries of Marathon Petroleum Corporation and MPLX LP (the “Acquisition”), redeem the Company’s outstanding 5.750% Senior Notes due 2028 (the “2028 Notes”) and pay related fees and expenses. The Offering is not conditioned on the consummation of the Acquisition or the other financing transactions, and the Acquisition is not conditioned on the closing of the Offering. If the Acquisition is not consummated, the Company intends to use the net proceeds it receives from the Offering for general corporate purposes.
Barclays and Jefferies are acting as the joint book-running managers for the Offering.
The Offering is being conducted pursuant to the Company’s automatically effective shelf registration statement on Form S-3 (File No. 333-291199), filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2025. The Offering is being made only by means of a preliminary prospectus supplement and the accompanying prospectus. A preliminary prospectus supplement relating to the Offering (including the accompanying prospectus) will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus may also be obtained, when available, from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-888-603-5847 or by e-mail at barclaysprospectus@broadridge.com; and Jefferies LLC, Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at 1-877-821-7388, or by email at Prospectus_Department@Jefferies.com.
Before investing in the Offering, you should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in the prospectus supplement and the accompanying prospectus, which provide more information about the Company and the Offering.
This news release shall not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities or any other securities, nor shall there be any sale of these securities or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This news release does not constitute a notice of redemption or an offer to purchase or redeem, or a solicitation of an offer to sell, the 2028 Notes.
Forward-Looking Statements
This news release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements concerning current estimates, expectations and projections about future prospects, opportunities, plans, actions and events and other statements, concerns, or matters that are not historical facts are “forward-looking statements,” as that term is defined under the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding the proposed Offering, including its expected timing, terms, size and completion, the intended use of the net proceeds to the Company therefrom, the consummation of the Acquisition, the intended redemption of the 2028 Notes and other aspects of the Offering. You can generally identify forward-looking statements by our use of forward-looking terminology such as “outlook,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” “should,” “upcoming,” “before,” “future,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and involve known
and unknown risks and uncertainties, many of which are beyond our control. Investors are cautioned that various factors may affect these forward-looking statements. These factors and risks include, but are not limited to, market conditions affecting the Offering and the other financing transactions; the risk that the Acquisition, the Offering or the other financing transactions may not be consummated on the anticipated terms or within the anticipated timeframe, or at all; the risk that we may fail to realize the expected benefits of the Acquisition; and risks related to the integration of the acquired business or business disruptions that could result from the Acquisition. For additional discussion of risk factors which may affect our results, please see the risk factors and other disclosures included in the prospectus supplement relating to the Offering, our most recent Annual Report on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q and our other Securities and Exchange Commission filings. These and other risks may cause our actual performance or achievements to differ materially from any future performance or achievements expressed or implied by these forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this news release are made only as of the date hereof. CVR Energy disclaims any intention or obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.
About CVR Energy, Inc.
Headquartered in Sugar Land, Texas, CVR Energy is a diversified holding company primarily engaged in the petroleum refining and marketing businesses, as well as in the nitrogen fertilizer manufacturing business through its interest in CVR Partners, LP. CVR Energy subsidiaries serve as the general partner and own approximately 37 percent of the common units of CVR Partners, LP.
For further information, please contact:
Investor Relations
Richard Roberts
(281) 207-3205
InvestorRelations@CVREnergy.com
Exhibit 99.2
NEWS RELEASE
CVR Energy Announces Pricing of Offering of Common Stock
2026-11-03
SUGAR LAND, Texas—(BUSINESS WIRE)—CVR Energy, Inc. (the “Company” or “CVR Energy”) (NYSE: CVI) today announced the pricing of its previously announced underwritten public offering of 10,515,248 shares of its common stock (the “Offering”) at a public offering price of $47.55 per share. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 1,577,287 shares of common stock from the Company, equal to 15% of the common stock sold in the public offering, at the public offering price, less underwriting discounts and commissions. The Offering does not include any shares being sold by IEP Energy Holding LLC, the selling stockholder identified in the preliminary prospectus supplement.
The Offering is expected to close on November 5, 2026, subject to customary closing conditions.
The Company expects to receive net proceeds from the Offering of approximately $490.0 million, after deducting underwriting discounts and commissions. The Company intends to use the net proceeds it receives from the Offering, together with cash on hand and the net proceeds from other related financing transactions, to fund the previously announced acquisition of the St. Paul Park, Minnesota and Mandan, North Dakota refineries and related marketing business from certain subsidiaries of Marathon Petroleum Corporation and MPLX LP (the “Acquisition”), redeem the Company’s outstanding 5.750% Senior Notes due 2028 (the “2028 Notes”) and pay related fees and expenses. The Offering is not conditioned on the consummation of the Acquisition or the other financing transactions, and the Acquisition is not conditioned on the closing of the Offering. If the Acquisition is not consummated, the Company intends to use the net proceeds it receives from the Offering for general corporate purposes.
Barclays and Jefferies are acting as the joint book-running managers for the Offering.
The Offering is being conducted pursuant to the Company’s automatically effective shelf registration statement on Form S-3 (File No. 333-291199), filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2025. The Offering is being made only by means of a prospectus supplement and the accompanying prospectus. A preliminary prospectus supplement relating to the Offering (including the accompanying prospectus) was filed with the SEC and a final prospectus supplement relating to the Offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus may also be obtained, when available, from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-888-603-5847 or by e-mail at barclaysprospectus@broadridge.com; and Jefferies LLC, Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at 1-877-821-7388, or by email at Prospectus_Department@Jefferies.com.
This news release shall not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities or any other securities, nor shall there be any sale of these securities or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This news release does not constitute a notice of redemption or an offer to purchase or redeem, or a solicitation of an offer to sell, the 2028 Notes.
Forward-Looking Statements
This news release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements concerning current estimates, expectations and projections about future prospects, opportunities, plans, actions and events and other statements, concerns, or matters that are not historical facts are “forward-looking statements,” as that term is defined under the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding the Offering, including the satisfaction of customary closing conditions relating to the Offering and the expected closing of the Offering, the intended use of the net proceeds to the Company therefrom, the consummation of the Acquisition, the intended redemption of the 2028 Notes and other aspects of the Offering. You can generally identify forward-looking statements by our use of forward-looking terminology such as “outlook,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” “should,” “upcoming,” “before,” “future,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. Investors are cautioned that various factors may affect these forward-looking statements. These factors and risks include, but are not limited to, market conditions affecting the Offering and the other financing
transactions; the risk that the Acquisition, the Offering or the other financing transactions may not be consummated on the anticipated terms or within the anticipated timeframe, or at all; the risk that we may fail to realize the expected benefits of the Acquisition; and risks related to the integration of the acquired business or business disruptions that could result from the Acquisition. For additional discussion of risk factors which may affect our results, please see the risk factors and other disclosures included in the prospectus supplement relating to the Offering, our most recent Annual Report on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q and our other Securities and Exchange Commission filings. These and other risks may cause our actual performance or achievements to differ materially from any future performance or achievements expressed or implied by these forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this news release are made only as of the date hereof. CVR Energy disclaims any intention or obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.
About CVR Energy, Inc.
Headquartered in Sugar Land, Texas, CVR Energy is a diversified holding company primarily engaged in the petroleum refining and marketing businesses, as well as in the nitrogen fertilizer manufacturing business through its interest in CVR Partners, LP. CVR Energy subsidiaries serve as the general partner and own approximately 37 percent of the common units of CVR Partners, LP.
For further information, please contact:
Investor Relations
Richard Roberts
(281) 207-3205
InvestorRelations@CVREnergy.com